Sunbelt Rentals Holdings, Inc. SEC Filings

Sunbelt Rentals Holdings, Inc. is soliciting proxies for its 2026 virtual-only annual meeting on September 1, 2026, at 11:30 a.m. Eastern. Stockholders of record as of July 6, 2026 will vote on electing ten directors, a non-binding advisory vote on executive pay, the frequency of future say-on-pay votes, ratification of PricewaterhouseCoopers LLP as auditor for fiscal 2027, and other proper business. The Board recommends voting FOR all director nominees, FOR executive compensation, “1 YEAR” for say-on-pay frequency, and FOR auditor ratification.

The company completed a U.K. court-sanctioned scheme of arrangement on February 27, 2026, through which it became the new parent of Ashtead Group plc and redomiciled to the U.S. Ashtead shareholders received an equivalent number of Sunbelt common shares, and Sunbelt stock began trading on the NYSE (primary) and LSE (secondary) on March 2, 2026, without changing day-to-day operations or strategy.

For fiscal 2026, Sunbelt reported record total revenue of $11,154 million, rental revenue growth of 3.4%, net income of $1,325 million, and adjusted EBITDA of $4,677 million. Earnings per share were $3.15, with adjusted EPS of $3.72. The company generated net cash from operations of $3,784 million and record free cash flow of $2,055 million, enabling it to return $1,877 million to stockholders via share buybacks and dividends while keeping net leverage at 1.6x within its target range. Growth investments included 51 greenfield openings, 24 bolt-on locations, and the acquisition of Reliant Asset Management, which is expected to be accretive to growth and earnings per share in year one.

The proxy emphasizes a governance framework featuring an independent Board chair, 90% independent director nominees, fully independent Audit, Compensation, and Nominating and Corporate Governance committees, majority voting in uncontested director elections, and stockholder rights to call special meetings. It also details a transition from a U.K.-style to a U.S.-aligned executive compensation program, expanded stock ownership guidelines for directors and executives, and an equity incentive structure that includes restricted stock units and performance-based awards aimed at aligning leadership incentives with long-term stockholder value.

Sunbelt Rentals Holdings, Inc. completed the issuance and sale of $450,000,000 aggregate principal amount of 4.950% Senior Notes due 2030 and $750,000,000 aggregate principal amount of 5.650% Senior Notes due 2036 in a transaction exempt from registration under the Securities Act. The notes were sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S and issued under an Indenture dated July 14, 2026.

The 2030 Notes mature on August 12, 2030 and the 2036 Notes on August 12, 2036, with interest payable semi-annually starting February 12, 2027. The notes rank equally with existing and future senior debt and are guaranteed by current and future domestic subsidiaries that guarantee the revolving credit facility. The company may redeem the notes before maturity at specified prices and later at 100% of principal plus accrued interest. Upon a change in control triggering event, holders can require repurchase at 101% of principal plus accrued interest. The Indenture includes covenants restricting certain sale-leasebacks, liens, and mergers or major asset sales, and provides customary events of default allowing acceleration by the trustee or holders of at least 25% in principal amount of the notes.

Fuller-Andrews Lynne reported acquisition or exercise transactions in this Form 4 filing.

Sunbelt Rentals Holdings, Inc. reports that EVP & General Counsel Lynne Fuller-Andrews has a Form 4 award entry covering 16,822 shares and units of common stock dated February 27, 2026. This amount includes 7,820 shares received in a one-for-one exchange for Ashtead Group plc ordinary shares and 9,002 restricted stock units, each representing the right to one Sunbelt common share.

The restricted stock units vest in tranches between June 20, 2026 and July 4, 2028. According to the amendment, Fuller-Andrews directly beneficially owns 46,799 shares of common stock as of the filing of this Form 4/A.

Barbara Clark, SVP & Chief Accounting Officer of Sunbelt Rentals Holdings, Inc., reported that 2,819 shares of common stock were withheld on June 19, 2026 at $86.06 per share to satisfy tax withholding obligations from vested performance stock units connected to the company’s initial NYSE listing. The amendment corrects an administrative error in which 784 fewer shares were originally withheld than intended, and states that she directly beneficially owns 37,488 shares of common stock as of this amendment.

Sunbelt Rentals Holdings, Inc. reported that its Board of Directors approved an increase in board size from nine to ten directors, effective August 1, 2026. Ekta Singh-Bushell was elected to fill the new seat as a non-executive director and was also appointed to the Board’s Audit Committee.

The company highlights her broad experience in finance, audit, technology, business transformation and cybersecurity, including prior senior roles at Dragos Inc., the Federal Reserve Bank of New York and Ernst & Young, and current board roles at ChargePoint, Inc. and Lesaka Technologies Inc. Sunbelt Rentals describes itself as a leading global provider of rental equipment and services, with a team of 26,000 employees, a network of over 1,600 locations, and a rental fleet with assets exceeding $19 billion.

Sunbelt Rentals Holdings, Inc. Chief Financial Officer Alexander W. Pease reported an administrative change in his equity compensation. On this Form 4, he settled 4,032 Deferred Stock Units, which were paid in cash at $76.53 per unit, the closing price of the company’s common stock on April 30, 2026. The units were settled under the company’s 2017 Deferred Bonus Plan, and no shares of common stock were issued, leaving him with zero Deferred Stock Units reported after this transaction.

Sunbelt Rentals Holdings, Inc. reported that Chief Executive Officer Brendan Horgan completed a non-market restructuring transaction involving deferred stock units. On the reported date, 12,890 deferred stock units tied to common stock were settled in cash at $76.53 per unit, based on the closing price on April 30, 2026, under the company’s 2017 Deferred Bonus Plan. No shares of common stock were issued upon this cash settlement, and the Form 4 lists no open-market purchases or sales.

Sunbelt Rentals Holdings, Inc. Executive VP, Specialty, Kyle Horgan reported a restructuring-type transaction involving 3,115 Deferred Stock Units. These units were cash-settled at a value of $76.53 per unit, based on the common stock closing price on April 30, 2026, and no common shares were issued, leaving this award with zero units outstanding.

Sunbelt Rentals Holdings, Inc. reported that SVP & Chief Accounting Officer Barbara Clark had 3,166 Deferred Stock Units settled in cash. The units were valued at $76.53 per unit, based on the closing price of common stock on April 30, 2026, under the 2017 Deferred Bonus Plan. The settlement was fully in cash and no shares of common stock were issued, leaving no Deferred Stock Units reported as outstanding from this grant.